HomeMy WebLinkAboutChamber of CommerceCITY OF AUBURN AGREEMENT
FOR CONSULTING SERVICES
THIS AGREEMENT made and entered into on this I day of
2003, by and between the City of Aubum, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and The Auburn Area Chamber of Commerce,
hereinafter referred to as the "Consultant."
WITNESSETH:
WHEREAS, upon the recommendation of the Lodging Tax Advisory Committee, the
City is engaged in or readying itself to be engaged in its project of Tourism Display Ads
Campaigns, advertising in Yakima and Wenatchee newspapers for tourism purposes, and is in
need of services of individuals, employees or firms for organizational work on said project; and,
WHEREAS, the City desires to retain the Consultant to provide certain services in
connection with the City's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project, and is willing and
agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described
on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks
described on Exhibit "A" shall be individually referred to as a "task," and collectively
referred to as the "services.") The Consultant shall perform the services as an
independent contractor and shall not be deemed, by virtue of this Agreement and the
performance thereof, to have entered into any partnership, joint venture, employment or
other relationship with the City.
Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Consultant's performance of the services there under, except as may be
provided to the contrary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
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3. Performance of Additional Services Prior to Execution of an Addendum.
o
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the oral request of an
authorized representative of the City pending execution of an addendum, at a rate of
compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
Consultant's Representations.
The Consultant hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Consultant to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
Acceptable Standards.
The Consultant shall be responsible to provide, in connection' with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
Compensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant the fees and costs specified on Exhibit "B" attached
hereto and made a part hereof (or as specified in an addendum). The Consultant shall
submit to the City an invoice or statement of time spent on tasks included in the scope of
work provided herein, and the City shall process the invoice or statement in the next
billing/claim cycle following receipt of the invoice or statement, and shall remit payment
to the Consultant thereafter in the normal course, subject to any conditions or provisions
in this Agreement or addendum.
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10.
11.
12.
13.
Time for Performance and Term of Agreement.
The Consultant shall perform the services provided for herein in accordance with the
direction and scheduling provided on Exhibit "C" attached hereto and incorporated herein
by this reference, unless otherwise agreed to in writing by the parties. The Term of this
Agreement shall commence on the date hereof or on the 2nd day of June, 2003, and shall
terminate upon completion of the performance of the scope of work provided herein,
according to the schedule provided on Exhibit "C" attached hereto, unless otherwise
agreed to in writing by the parties.
Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or othelwvise prepared by
the Consultant as part of his performance of this Agreement (the "Work Products") shall
be owned by and become the property of the City, and may be used by the City for any
purpose beneficial to the City.
Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant
shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
Administration of Agreement.
This Agreement shall be administered by Mike Mon'isette, on behalf of the Consultant,
and by the Mayor of the City, or designee, on behalf of the City. Any written notices
required by the terms of this Agreement shall be served on or mailed to the following
addresses:
City of Auburn
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931-3000 FAX (253) 931-3053
Consultant
Aubum Chamber of Commerce
108 N. Division Suite B
Auburn, WA 98001
(253) 833-0700 Fax (253) 735 4091
Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, remm
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
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14.
15.
16.
17.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
ao
Comprehensive public liability insurance, including automobile and property damage,
insuring the City and the Consultant against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance
by the Consultant of its obligations hereunder, with minimum liability limits of
$1,000,000.00 combined single limit for personal injury, death or property damage in
any one occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Professional liability insurance with minimum liability limits of $1,000,000.
Indemnification.
The Consultant shall indemnify and hold harmless the City and its officers, agents and
employees, or any of them from any and all claims, actions, suits, liability, loss, costs,
expenses, and damages of any nature whatsoever, by any reason of or arising out of the
negligent act or omission of the Consultant, its officers, agents, employees, or any of
them relating to or arising out of the performance of this Agreement. If a final judgment
is rendered against the City, its officers, agents, employees and/or any of them, or jointly
against the City and the Consultant and their respective officers, agents and employees,
or any of them, the Consultant shall satisfy the same to the extent that such judgment was
due to the Consultant's negligent acts or omissions.
Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid .or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
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18.
19.
20.
21.
22.
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein are no longer needed from the
Consultant.
If this Agreement is terminated through no fault of the Consultant, the Consultant shall be
compensated for services performed prior to termination in accordance with the rate of
compensation provided in Exhibit "B" hereof.
Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attomey's fees.
Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then in King County, Washington; provided,
however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the Consultant of the services.
Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
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determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
23.
Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
24.
Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
25.
Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
Peter 13. Lewis, Mayor
Attest:
Danielle Daskam City Clerk
CONSULTANT
Name:
matne~
Title:
15a~el B.~He~t~y~~_
Page 6 of 13
Corporate ?
STATE OF WASHINGTON
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ON TI-~S /.~'rA-d_~ of . ~c. ,200~ , before me, personally
appe~ed ,f~)~,, ~- ~~ a ., to
me ~own to be the ~~ ~ L~.~ ~d
of the Contractor, the pa~(ies) w~-eXe~ted - the corporation/company that executed the within and
foregoing ins~ument, and ac~owledged said instrument to be his/her/their the free and voluntaw act and
deed of said corporation/company, for the uses and pu~oses therein mentioned, and on oath stated that
they were authorized to execute said instrument.
GIVEN under my hand and official seal this
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission Expires:
Page 7 of 13
Corporate ?
STATE OF WASHINGTON )
) SS.
COUNTY OF ~//P' d )
ON THIS ~,~ day of ~
appeared ,.,~/(~/a~-~ ~ ~//g~' ~:7'] ~- and
me known to be the C"~:X6~/-[~,qn,4-
,200__
, before me, personally
, to
and
of the Contractor, the party(ies) who eXecuted - the corporation/company that executed the within and
foregoing instrument, and acknowledged said instrument to be his/her/their the free and voluntary act and
deed of said corporation/company, for the uses and purposes therein mentioned, and on oath stated that
they were authorized to execute said instrument, d /~~
GIVEN under my hand and official seal this ~, ,200_~_.
J ~ I~ ~/:iY~. ~ ~OT~Y~LIC in and/f/or ~e State of
~ i ~t. ° " Washington, residing at
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Page 7 of 13
EXHIB~A
TASKS ANDSER~CES
Negotiate, Contract and Place advertisements in the Yakima Herald Republic on
Sunday/Monday August 17th & 18th and on Sunday, October 26t~ and Monday, October 27th.
Negotiate, Contract and Place advertisements in the Wenatchee World on Thursday - August
21st & Sunday, August 24th and Thursday, October 30th and Sunday, November, 2nd.
Format, Proof & Design Ad Layouts
Solicit Consensus among Lodging Tax Advisory Committee Members for ads and other involved
parties & meeting management.
Contact, Solicit & Organize Special Traveler's Package Offerings with Auburn businesses.
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EXHIBIT B
COSTS
Negotiate, Contract and Place advertisements in the Yakima Herald Republic on Sun/Mon -
August 17th & 18th and October 26th and 27th.
Negotiate, Contract and Place advertisements in the Wenatchee World on Thur/Sun - August
21st & 24th and Thursday, October 30th and Sunday, November 2nd.
Format, Proof & Design Ad Layouts
Solicit Consensus for ads & meeting management
Contact, Solicit & Organize Special Traveler's Package Offerings with Auburn businesses.
Total: $4,000
Newspaper Ads - Yakima Herald Republic August 17 & 18 and October 26th & 27th.
½ Page each
Black with 1 Color
Sun/Mon Placement
Total: $9,900
Newspaper Ads - Wenatchee World August 21st & 24 th and October 30th & November 2 nd.
½ Page each
Black with 1 Color
Sun/Mon Placement
Total: $6,378
Contingency: $722
Total Cost of Services $21,000
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EXHIBIT C
SCHEDULE OF SERVICES
June 2 - July 25th, 2003 -- Contact, Solicit & Organize Special Traveler's Package Offerings
with Auburn businesses.
June 2 - July 25th, 2003 - Negotiate, Contract and Place advertisements in the Yakima Herald
Republic and Wenatchee World.
June 2 - July 25th, 2003 - Format, & Design Ad Layouts.
July 25th - August 1, 2003 - Develop Final Format & Design of Ad Layouts. Proof Ad Layouts.
August 4 - 8, Submit Ad Layouts to Newspapers for review and placement.
ATTACHMENTS
Letter to Council Member Barber
Attachment A
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Letter To Councilmember Barber
A~ACHME~S
Page 11 of 13
Attachment "A"
TOURISM DISPLAY ADS CAMPAIGNS STRATEGY
TO:
FR:
RE:
Councilwoman Jeanne Barber and Mayor Pete Lewis
Lodging Tax Advisory Committee
Fall 2003 Tourism Display Advertising Campaign Strategies
CAMPAIGN # 1 August 30 to September 2, 2003
Theme:
Visit Auburn this Labor Day Weekend - Visitor Discounts
Placement: Yak/ma Herald Republic & Wenatchee World
Yak/ma Herald Republic:
Placement:
Event:
Size:
Color:
Cost:
Readership:
Sun/Mon - August 17th & 18th
Labor Day Weekend (Fri, Sat, Sun, Mon- Aug 29 to Sept 1)
½ Page each
Black w/1 color
1st Insertion 2,700
2nd Insertion 2,250
Total 4,950
Yak/ma, Cle Elum, Ellensburg, Yak/ma Valley to Sunnyside
Total Readership, aggregate both adS = 198,200
Wenatchee World:
Placement:
Event:
Size:
Color:
Cost:
Sunday Paper, August 24th
"GO" Travel Supplement, Thursday, August 21st
Labor Day Weekend (Fri, Sat, Sun, Mon- August 29 to Sept 1)
½ Page in Sunday Paper, Full Page in "GO" Supplement
Black w/1 color
Sunday Paper 1950
GO Supplement 950
Color 289
Total 3,189
Readership:
Wenatchee, E. Wenatchee & Okanagon, Celan, Douglas & Grant Counties. Total
Readership, aggregate both ads = 55,560
TOTAL COST AD SPACE CAMPAIGN #1 = 8,139
Page 12 of 13
CAMPAIGN # 2 November 8th to November 11th
Theme:
Placement:
Event:
Veteran's Day Weekend & Parade - Visitor's Discounts
Week Before
Veteran's Day Parade, Saturday, November 8th
Yakima Herald Republic:
Placement:
Size:
Color
Cost:
Readership:
October 26th & 27th, Sunday & Monday
½ Page
Black w/1 color
4,950
Same, 198.200
Wenatchee World:
Placement:
Size:
Color"
Cost:
Readership:
Sunday, Oct 26th & Thursday, Oct 30th
½ Page Sunday, Full Page in GO Supplement
Black w/1 color
3,189
Same, 55,560
TOTAL COST FOR CAMPAIGN #2 AD SPACE = 8,139
TOTAL COST FOR AD SPACE - LABOR DAY & VETRANS' DAY CAMPAIGNS
Fall Labor Day Weekend 8,139
Fall Veterans' Day Weekend 8,139
Total Ad Space 16,278
ADMINISTRATIVE COSTS: (Chamber Project Management Fee)
Negotiate, Contract & Place Advertisements
Format, Proof & Design Ad Layouts
Solicit Consensus for ads & meeting management
Contact, Solicit & Organize Special Traveler's Package Offerings
$4,000
TOTAL COSTS FOR TWO FALL CAMPAIGNS: (Approximate)
$21,000
Aubum Display Ads Campaigns Costs
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